0001564590-17-009836.txt : 20170509 0001564590-17-009836.hdr.sgml : 20170509 20170509160522 ACCESSION NUMBER: 0001564590-17-009836 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170509 DATE AS OF CHANGE: 20170509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alliance HealthCare Services, Inc CENTRAL INDEX KEY: 0000817135 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 330239910 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16609 FILM NUMBER: 17826365 BUSINESS ADDRESS: STREET 1: 100 BAYVIEW CIRCLE STREET 2: SUITE 400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-242-5300 MAIL ADDRESS: STREET 1: 100 BAYVIEW CIRCLE STREET 2: SUITE 400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE IMAGING INC /DE/ DATE OF NAME CHANGE: 19930328 8-K 1 aiq-8k_20170509.htm Q1FY2017 FORM 8-K aiq-8k_20170509.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2017

 

ALLIANCE HEALTHCARE SERVICES, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

DELAWARE

1-16609

33-0239910

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

100 Bayview Circle, Suite 400

Newport Beach, CA 92660

(Address of principal executive offices, including zip code)

(949) 242-5300

(Registrant’s telephone number, including area code)

Not Applicable

(Former address of principal executive offices)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a - 12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

 

 


Item 2.02:

Results of Operations and Financial Condition

On May 9, 2017, Alliance HealthCare Services, Inc. (the “Company”) issued a press release announcing its results for the first quarter ended March 31, 2017. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto.

The information in Item 2.02 of this Current Report on Form 8-K, including the information in Exhibit 99.1 hereto, is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report on Form 8-K, including the information in Exhibit 99.1 hereto, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01:

Financial Statements, Pro Forma Financial Information and Exhibits

 

(d)

Exhibits

The following exhibits are filed with this Form 8-K:

 

99.1

Press Release dated May 9, 2017.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 9, 2017

 

 

/s/ RHONDA LONGMORE-GRUND

 

 

Name:

Rhonda Longmore-Grund

 

 

Title:

Executive Vice President and

Chief Financial Officer

 

EX-99.1 2 aiq-ex991_6.htm EX-99.1 aiq-ex991_6.htm

Alliance HealthCare Services

News Release

Page 1 of 12

May 9, 2017

 

Exhibit 99.1

 

NEWS RELEASE

 

CONTACT

 

Rhonda Longmore-Grund

 

Executive Vice President

Chief Financial Officer

 

949.242.5300

 

ALLIANCE HEALTHCARE SERVICES REPORTS RESULTS

FOR THE FIRST QUARTER ENDED MARCH 31, 2017

NEWPORT BEACH, CA — May 9, 2017 — Alliance HealthCare Services, Inc. (NASDAQ: AIQ) (the “Company,” “Alliance,” “we” or “our”), a leading national provider of outsourced radiology, oncology and interventional services, announced today the results for the first quarter ended March 31, 2017.

First Quarter 2017 Highlights

 

The Company reported revenue totaling $129.9 million for the first quarter, a $6.2 million or 5.0% increase over the first quarter of last year.

 

 

The Company generated $32.8 million of Adjusted EBITDA (as defined below) for the quarter, a $2.4 million or 7.9% increase from the first quarter of last year.

 

 

The Company continued to generate strong cash flow with $19.9 million in quarterly operating cash flow.

 

 

Adjusted Net Income Per Share (as defined below) was $0.17, representing an increase of $0.13 per diluted share from the first quarter of last year. GAAP net income per share increased by $0.05 per diluted share from the first quarter of last year.

 

 

Alliance Radiology revenue increased by 2.2% to $87.8 million.

 

 

Alliance Oncology revenue increased 15.2% to $30.0 million for the quarter.

 

 

The Company closed with a total leverage ratio, calculated pursuant to its Credit Agreement, of 4.00 to 1.00 as of March 31, 2017.

 

First Quarter 2017 Financial Results

“Consistent with our expectations for 2017 that we outlined with our guidance for the year, our team delivered solid growth in both revenue and Adjusted EBITDA. Most importantly, Adjusted EBITDA increased by 7.9%, and Adjusted Net Income increased approximately threefold, when compared to the first quarter of 2016. From a balance sheet perspective, we continue to make progress in reducing our long-term debt, which is down $7.7 million compared to December 31, 2016,” stated Tom Tomlinson, Chief Executive Officer and President of Alliance Healthcare Services. “While overall results were solid, we experienced same-store volume challenges in our Oncology business and in the MRI segment of our Radiology business. Fortunately, we have seen strengthening as we moved through the quarter and that improved pace has continued into April. We remain confident that we will deliver results for 2017 that are consistent with the guidance we have provided to investors,” continued Mr. Tomlinson.

Revenue for the first quarter of 2017 increased to $129.9 million, compared to $123.7 million in the first quarter of 2016. This increase was primarily due to increases in Radiology and Oncology revenue of $2.2 million and $4.0 million, respectively.

Adjusted EBITDA for the first quarter of 2017 increased to $32.8 million, compared to $30.4 million in the first quarter of 2016. The increase was primarily due to increases in earnings from Radiology and Oncology, partially offset by Corporate investments as well as a slight decline in the Interventional segment. Adjusted EBITDA growth in both Radiology and Oncology was driven by year-over-year same-store volume growth in PET/CT as well as the addition of new partnerships such as the Northern Alabama Cancer Care Network. The decline in the Interventional business was driven by challenges in physician capacity as well as additional platform investments made to strengthen management and development capabilities. Corporate / Other Adjusted EBITDA decreased due to additional investments in international expansion as well as organization, systems and infrastructure to support expanded workforce, entities and partnerships.

 


Alliance HealthCare Services

News Release

Page 2 of 12

May 9, 2017

 

Net loss for the first quarter totaled $0.6 million, compared to net loss of $1.2 million in the first quarter of 2016. The $0.6 million increase in income is largely due to $2.4 million of Adjusted EBITDA generated by our segments, a $1.5 million decrease in share-based compensation expense related to a change in control in connection with Tahoe Investment Group Co., Ltd.’s (“Tahoe’s”) majority ownership purchase of common stock from the Company’s former shareholders on March 29, 2016 (“Tahoe Transaction”), partially offset by an increase of $1.8 million in depreciation and amortization due to our capital investments, a $1.2 million increase in interest expense, net and a $0.9 million decrease in income tax benefit.

GAAP net loss per share on a diluted basis for the first quarter of 2017 was $0.06 per share, compared to GAAP net loss per share of $0.11 in the first quarter of 2016. Excluding the impact of the expenses related to the Tahoe Transaction, GAAP net income per share on a diluted basis would have been $0.09 for the first quarter of 2017, compared to net loss per share of $0.06 in the first quarter of 2016. Adjusted Net Income Per Share was $0.17 and $0.04 for the first quarters of 2017 and 2016, respectively. GAAP net income per share on a diluted basis was impacted by net charges of $0.23 and $0.15 in the first quarters of 2017 and 2016, respectively, which were comprised of: severance and related costs; restructuring charges; transaction costs; shareholder transaction costs; deferred financing costs in connection with shareholder transaction; legal matters expense, net; changes in fair value of contingent consideration related to acquisitions; other non-cash (benefits) charges, net; and differences in the GAAP income tax rate from our historical income tax rate of 42.5%.

Cash flows provided by operating activities totaled $19.9 million for the first quarter 2017, compared to $22.7 million in the first quarter of 2016. Total capital expenditures, including cash paid for equipment purchases and deposits on equipment, totaled $7.3 million for the first quarter 2017 compared to $22.2 million in the first quarter of 2016. Growth capital expenditures totaled $3.9 million and maintenance capital expenditures totaled $3.4 million.

Alliance’s gross debt, defined as total long-term debt (including current maturities but excluding the impact of deferred financing costs), decreased $7.7 million to $565.5 million at March 31, 2017 from $573.2 million at December 31, 2016. Cash and cash equivalents were $21.5 million at March 31, 2017 and $22.2 million at December 31, 2016.

Alliance’s total debt, as defined above, divided by the last twelve months Consolidated Adjusted EBITDA was 4.00x for the twelve month period ended March 31, 2017, compared to 4.03x for the year ended December 31, 2016 and 4.22x for the quarter ended March 31, 2016.

Full Year 2017 Guidance

Alliance’s full year 2017 guidance ranges are as follows:

(in millions)

 

Ranges

Revenue

 

$529 - $540

Adjusted EBITDA

 

$135 - $140

Capital expenditures

 

$54 - $70

Maintenance

 

$30 - $35

Growth

 

$24 - $35

Decrease in long-term debt, net of the change in

   cash and cash equivalents (before investments in

   acquisitions), before growth capital expenditures

   or free cash flow before growth capital expenditures

 

$50 - $55

Decrease in long-term debt, net of the change

   in cash and cash equivalents (before investments in

   acquisitions), after growth capital expenditures

   or “free cash flow after growth capital expenditures”

 

$19 - $26

First Quarter 2017 Earnings Conference Call

Investors and all others are invited to listen to a conference call discussing first quarter 2017. The conference call is scheduled for Tuesday, May 9, 2017 at 5 p.m. Eastern Time. Additionally, a live webcast of the call will be available on the Company’s website at www.alliancehealthcareservices-us.com. Click on “About Us,” then, “Investor Relations.” You will find the Audio Presentation in the “News & Events” section. A replay of the webcast will be available on the Company’s website until June 7, 2017.

 

 


Alliance HealthCare Services

News Release

Page 3 of 12

May 9, 2017

 

The conference call can be accessed at 877.638.4550 (International callers can dial 443.961.0596). Interested parties should call at least five minutes prior to the call to register. A telephone replay will be available until July 7, 2017. The telephone replay can be accessed by calling 855.859.2056. The conference call identification number is 10068565.

Definition of Non-GAAP Measures

Total Adjusted EBITDA and Adjusted Net Income Per Share are not measures of financial performance under generally accepted accounting principles in the United States (“GAAP”).

For a more detailed discussion of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial measure, see the section entitled “Non-GAAP Measures” included in the tables following this release.

About Alliance HealthCare Services

Alliance HealthCare Services (NASDAQ: AIQ) is a leading national provider of outsourced medical services including radiology, oncology and interventional. We partner with healthcare providers and hospitals to provide a full continuum of services from mobile to fixed-site to comprehensive service line management and joint venture partnerships. We also operate freestanding clinics and Ambulatory Surgical Centers (“ASCs”) that are not owned by hospitals or providers.

As of March 31, 2017, Alliance operated 617 diagnostic radiology, radiation therapy, and interventional radiology systems, including 103 fixed-site radiology centers across the country, and 35 radiation therapy centers and SRS facilities. With a strategy of partnering with hospitals, health systems and physician practices, Alliance provides quality clinical services for over 1,100 hospitals and other healthcare partners in 46 states, where approximately 2,450 Alliance Team Members are committed to providing exceptional patient care and exceeding customer expectations. For more information, visit www.alliancehealthcareservices-us.com.

Forward-Looking Statements

This press release contains forward-looking statements relating to future events, including statements related to the Company’s long-term growth strategy and efforts to diversify its business model, the Company’s plans to expand its Interventional Division, both organically and through one or more acquisitions, the Company’s expectations regarding growth across the Company’s divisions, the expansion of its service footprint and revenue growth, maximizing shareholder value, and the Company’s Full Year 2017 Guidance, including its forecasts of revenue, Adjusted EBITDA, capital expenditures, and decrease in long-term debt. In this context, forward-looking statements often address the Company’s expected future business and financial results and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks” or “will.” Forward-looking statements by their nature address matters that are uncertain and subject to risks. Such uncertainties and risks include: changes in the preliminary financial results and estimates due to the restatement or review of the Company’s financial statements; the nature, timing and amount of any restatement or other adjustments; the Company’s ability to make timely filings of its required periodic reports under the Securities Exchange Act of 1934; issues relating to the Company’s ability to maintain effective internal control over financial reporting and disclosure controls and procedures; the Company’s high degree of leverage and its ability to service its debt; factors affecting the Company’s leverage, including interest rates; the risk that the counterparties to the Company’s interest rate swap agreements fail to satisfy their obligations under these agreements; the Company’s ability to obtain financing; the effect of operating and financial restrictions in the Company’s debt instruments; the Company’s ability to comply with reporting obligations and other covenants under the Company’s debt instruments, the failure of which could cause the debt to become due; the accuracy of the Company’s estimates regarding its capital requirements; the effect of intense levels of competition and overcapacity in the Company’s industry; changes in the methods of third party reimbursements for medical imaging, oncology and interventional services; fluctuations or unpredictability of the Company’s revenues, including as a result of seasonality; changes in the healthcare regulatory environment; the Company’s ability to keep pace with technological developments within its industry; the growth or lack thereof in the market for radiology, oncology, interventional and other services; the disruptive effect of hurricanes and other natural disasters; adverse changes in general domestic and worldwide economic conditions and instability and disruption of credit and equity markets; difficulties the Company may face in connection with recent, pending or future acquisitions, including unexpected costs or liabilities resulting from the acquisitions, diversion of management’s attention from the operation of the Company’s business, costs, delays and impediments to completing the acquisitions, and risks associated with integration of the acquisitions; and other risks and uncertainties identified in the Risk Factors section of the Company’s Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission (the “SEC”), as may be modified or supplemented by our subsequent filings with the SEC. These uncertainties may cause actual future results or outcomes to differ materially from those expressed in the Company’s forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake to update its forward-looking statements except as required under the federal securities laws.

 


Alliance HealthCare Services

News Release

Page 4 of 12

May 9, 2017

 

ALLIANCE HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(Unaudited)

(in thousands, except per share amounts)

 

 

 

Quarter Ended March 31,

 

 

 

2017

 

 

2016

 

Revenues

 

$

129,936

 

 

$

123,725

 

Costs and expenses:

 

 

 

 

 

 

 

 

Cost of revenues, excluding depreciation and amortization

 

 

75,049

 

 

 

70,914

 

Selling, general and administrative expenses

 

 

23,535

 

 

 

25,265

 

Transaction costs

 

 

162

 

 

 

417

 

Shareholder transaction costs

 

 

869

 

 

 

1,009

 

Severance and related costs

 

 

634

 

 

 

1,716

 

Depreciation expense

 

 

14,073

 

 

 

13,048

 

Amortization expense

 

 

3,275

 

 

 

2,443

 

Interest expense, net

 

 

8,700

 

 

 

7,495

 

Other income, net

 

 

(483

)

 

 

(787

)

Total costs and expenses

 

 

125,814

 

 

 

121,520

 

Income before income taxes, earnings from unconsolidated investees, and noncontrolling

   interest

 

 

4,122

 

 

 

2,205

 

Income tax benefit

 

 

(3

)

 

 

(945

)

Earnings from unconsolidated investees

 

 

(336

)

 

 

(252

)

Net income

 

 

4,461

 

 

 

3,402

 

Less: Net income attributable to noncontrolling interest

 

 

(5,075

)

 

 

(4,592

)

Net loss attributable to Alliance HealthCare Services, Inc.

 

$

(614

)

 

$

(1,190

)

 

 

 

 

 

 

 

 

 

Comprehensive loss, net of taxes:

 

 

 

 

 

 

 

 

Net income

 

 

4,461

 

 

 

3,402

 

Unrealized gain (loss) on hedging transactions, net of taxes

 

 

13

 

 

 

(38

)

Reclassification adjustment for losses included in net loss, net of taxes

 

 

19

 

 

 

 

Total comprehensive income, net of taxes

 

 

4,493

 

 

 

3,364

 

Comprehensive income attributable to noncontrolling interest

 

 

(5,075

)

 

 

(4,592

)

Comprehensive loss attributable to Alliance HealthCare Services, Inc.

 

$

(582

)

 

$

(1,228

)

 

 

 

 

 

 

 

 

 

Loss per common share attributable to Alliance HealthCare Services, Inc.:

 

 

 

 

 

 

 

 

Basic

 

$

(0.06

)

 

$

(0.11

)

Diluted

 

$

(0.06

)

 

$

(0.11

)

Weighted average number of shares of common stock and common stock equivalents:

 

 

 

 

 

 

 

 

Basic

 

 

10,973

 

 

 

10,779

 

Diluted

 

 

10,973

 

 

 

10,779

 

 

 


Alliance HealthCare Services

News Release

Page 5 of 12

May 9, 2017

 

ALLIANCE HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

March 31,

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

(unaudited)

 

 

(audited)

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

21,472

 

 

$

22,241

 

Accounts receivable, net of allowance for doubtful accounts

 

 

74,694

 

 

 

77,496

 

Prepaid expenses

 

 

8,428

 

 

 

9,568

 

Other current assets

 

 

3,917

 

 

 

3,853

 

Total current assets

 

 

108,511

 

 

 

113,158

 

Plant, property and equipment, net

 

 

194,334

 

 

 

204,814

 

Goodwill

 

 

119,130

 

 

 

119,130

 

Other intangible assets, net

 

 

195,699

 

 

 

198,977

 

Other assets

 

 

27,968

 

 

 

23,785

 

Total assets

 

$

645,642

 

 

$

659,864

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

27,071

 

 

$

28,185

 

Accrued compensation and related expenses

 

 

19,026

 

 

 

24,895

 

Accrued interest payable

 

 

3,205

 

 

 

3,308

 

Current portion of long-term debt

 

 

19,519

 

 

 

17,298

 

Current portion of obligations under capital leases

 

 

3,397

 

 

 

3,354

 

Other accrued liabilities

 

 

27,656

 

 

 

29,323

 

Total current liabilities

 

 

99,874

 

 

 

106,363

 

Long-term debt, net of current portion

 

 

508,513

 

 

 

515,407

 

Obligations under capital leases, net of current portion

 

 

11,820

 

 

 

12,686

 

Deferred income taxes

 

 

25,732

 

 

 

25,818

 

Other liabilities

 

 

9,646

 

 

 

9,093

 

Total liabilities

 

 

655,585

 

 

 

669,367

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

 

 

 

Common stock

 

 

110

 

 

 

110

 

Treasury stock

 

 

(3,138

)

 

 

(3,138

)

Additional paid-in capital

 

 

61,734

 

 

 

61,353

 

Accumulated comprehensive income

 

 

42

 

 

 

10

 

Accumulated deficit

 

 

(198,514

)

 

 

(197,900

)

Total stockholders’ deficit attributable to Alliance HealthCare Services, Inc.

 

 

(139,766

)

 

 

(139,565

)

Noncontrolling interest

 

 

129,823

 

 

 

130,062

 

Total stockholders’ deficit

 

 

(9,943

)

 

 

(9,503

)

Total liabilities and stockholders’ deficit

 

$

645,642

 

 

$

659,864

 

 

 


Alliance HealthCare Services

News Release

Page 6 of 12

May 9, 2017

 

ALLIANCE HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

 

 

Year Ended March 31,

 

 

 

2017

 

 

2016

 

Operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

4,461

 

 

$

3,402

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Provision for doubtful accounts

 

 

502

 

 

 

270

 

Share-based payment

 

 

381

 

 

 

1,402

 

Depreciation and amortization

 

 

17,348

 

 

 

15,491

 

Amortization of deferred financing costs

 

 

2,455

 

 

 

960

 

Accretion of discount on long-term debt

 

 

131

 

 

 

126

 

Adjustment of derivatives to fair value

 

 

(7

)

 

 

(114

)

Distributions from unconsolidated investees

 

 

143

 

 

 

217

 

Earnings from unconsolidated investees

 

 

(336

)

 

 

(252

)

Deferred income taxes

 

 

(86

)

 

 

(1,438

)

Gain on sale of assets, net

 

 

(482

)

 

 

(296

)

Excess tax benefit from share-based payment arrangements

 

 

 

 

 

436

 

Changes in operating assets and liabilities, net of the effects of acquisitions:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

2,300

 

 

 

1,020

 

Prepaid expenses

 

 

1,147

 

 

 

1,102

 

Other current assets

 

 

(93

)

 

 

230

 

Other assets

 

 

105

 

 

 

160

 

Accounts payable

 

 

(1,538

)

 

 

(4,493

)

Accrued compensation and related expenses

 

 

(5,869

)

 

 

505

 

Accrued interest payable

 

 

(103

)

 

 

(11

)

Income taxes payable

 

 

24

 

 

 

(14

)

Other accrued liabilities

 

 

(609

)

 

 

4,003

 

Net cash provided by operating activities

 

 

19,874

 

 

 

22,706

 

Investing activities:

 

 

 

 

 

 

 

 

Equipment purchases

 

 

(839

)

 

 

(17,675

)

Increase in deposits on equipment

 

 

(6,432

)

 

 

(4,489

)

Acquisitions, net of cash received

 

 

(524

)

 

 

(1,018

)

Proceeds from sale of assets

 

 

571

 

 

 

830

 

Net cash used in investing activities

 

 

(7,224

)

 

 

(22,352

)

 

 


Alliance HealthCare Services

News Release

Page 7 of 12

May 9, 2017

 

ALLIANCE HEALTHCARE SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)

(in thousands)

 

 

 

Year Ended March 31,

 

 

 

2017

 

 

2016

 

Financing activities:

 

 

 

 

 

 

 

 

Principal payments on equipment debt and capital lease obligations

 

 

(4,101

)

 

 

(3,956

)

Proceeds from equipment debt

 

 

2,539

 

 

 

962

 

Principal payments on term loan facility

 

 

(1,300

)

 

 

(1,300

)

Principal payments on revolving loan facility

 

 

(9,000

)

 

 

(6,000

)

Proceeds from revolving loan facility

 

 

4,000

 

 

 

15,000

 

Payments of debt issuance costs and deferred financing costs

 

 

(223

)

 

 

(24,969

)

Distributions to noncontrolling interest in subsidiaries

 

 

(5,600

)

 

 

(4,149

)

Contributions from noncontrolling interest in subsidiaries

 

 

286

 

 

 

 

Excess tax benefit from share-based payment arrangements

 

 

 

 

 

(436

)

Issuance of common stock

 

 

 

 

 

1

 

Proceeds from exercise of stock options

 

 

 

 

 

485

 

Settlement of contingent consideration related to acquisitions

 

 

(20

)

 

 

 

Proceeds from shareholder transaction

 

 

 

 

 

28,629

 

Net cash (used in) provided by financing activities

 

 

(13,419

)

 

 

4,267

 

Net (decrease) increase in cash and cash equivalents

 

 

(769

)

 

 

4,621

 

Cash and cash equivalents, beginning of period

 

 

22,241

 

 

 

38,070

 

Cash and cash equivalents, end of period

 

$

21,472

 

 

$

42,691

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Interest paid

 

$

6,286

 

 

$

6,448

 

Income taxes paid (refunded), net

 

 

9

 

 

 

(73

)

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Changes in equipment purchases in accounts payable and accrued equipment

 

 

22

 

 

 

3,521

 

Noncontrolling interest assumed in connection with acquisitions

 

 

 

 

 

1,716

 

 

 


Alliance HealthCare Services

News Release

Page 8 of 12

May 9, 2017

 

ALLIANCE HEALTHCARE SERVICES, INC.

NON-GAAP MEASURES

Total Adjusted EBITDA and Adjusted Net Income Per Share (the “Non-GAAP Measures”) are not measures of financial performance under generally accepted accounting principles in the U.S. (“GAAP”).

Total Adjusted EBITDA, as defined by the Company’s management, is consistent with the definition in the Company’s Credit Agreement and represents net (loss) income before: income tax (benefit) expense; interest expense, net; depreciation expense; amortization expense; share-based payment; severance and related costs; net income attributable to noncontrolling interest; restructuring charges; transaction costs; shareholder transaction costs; impairment charges; legal matters expense (income), net; changes in fair value of contingent consideration related to acquisitions; and other non-cash (benefits) charges, net, which include gain on sale of assets, net. The components used to reconcile net (loss) income to Total Adjusted EBITDA are consistent with our historical presentation of Total Adjusted EBITDA.

Adjusted Net Income Per Share, as defined by the Company’s management, represents net loss before: severance and related costs; restructuring charges; transaction costs; shareholder transaction costs; deferred financing costs in connection with shareholder transaction; legal matters expenses, net; changes in fair value of contingent consideration related to acquisitions; other non-cash (benefits) charges, net; and differences in the GAAP income tax rate compared to our historical income tax rate. The components used to reconcile net loss per share to Adjusted Net Income Per Share are consistent with our historical presentation of Adjusted Net Income Per Share.

Management uses the Non-GAAP Measures, and believes they are useful measures for investors, for a variety of reasons. Management regularly communicates the results of its Non-GAAP Measures and management’s interpretation of such results to its board of directors. Management also compares the Company’s results of its Non-GAAP Measures against internal targets as a key factor in determining cash incentive compensation for executives and other employees, largely because management feels that these measures are indicative of how our radiology, oncology and interventional businesses are performing and are being managed. The diagnostic imaging and radiation oncology industry continues to experience significant consolidation. These activities have led to significant charges to earnings, such as those resulting from acquisition costs, and to significant variations among companies with respect to capital structures and cost of capital (which affect interest expense) and differences in taxation and book depreciation of facilities and equipment (which affect relative depreciation expense), including significant differences in the depreciable lives of similar assets among various companies. In addition, management believes that because of the variety of equity awards used by companies, the varying methodologies for determining non-cash share-based compensation expense among companies and from period to period, and the subjective assumptions involved in that determination, excluding non-cash share-based compensation from Adjusted EBITDA enhances company-to-company comparisons over multiple fiscal periods and enhances the Company’s ability to analyze the performance of its radiology, oncology and interventional businesses.

In the future, the Company expects that it may incur expenses similar to the excluded items discussed above. Accordingly, the exclusion of these and other similar items in the Company’s non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual. The Non-GAAP Measures have certain limitations as analytical financial measures, which management compensates for by relying on the Company’s GAAP results to evaluate its operating performance and by considering independently the economic effects of the items that are or are not reflected in the Non-GAAP Measures. Management also compensates for these limitations by providing GAAP-based disclosures concerning the excluded items in the Company’s financial disclosures. As a result of these limitations and because the Non-GAAP Measures may not be directly comparable to similarly titled measures reported by other companies, however, the Non-GAAP Measures should not be considered as an alternative to the most directly comparable GAAP measure, or as an alternative to any other GAAP measure of operating performance.

 


Alliance HealthCare Services

News Release

Page 9 of 12

May 9, 2017

 

The calculation of Adjusted EBITDA is shown below:

 

 

 

Quarter Ended March 31,

 

 

Twelve Months Ended March 31,

 

(in thousands)

 

2017

 

 

2016

 

 

2017

 

Net loss attributable to Alliance HealthCare Services, Inc.

$

(614

)

 

$

(1,190

)

 

$

1,069

 

Income tax (benefit) expense

 

 

(3

)

 

 

(945

)

 

 

3,794

 

Interest expense, net

 

 

8,700

 

 

 

7,495

 

 

 

35,711

 

Depreciation expense

 

 

14,073

 

 

 

13,048

 

 

 

55,997

 

Amortization expense

 

 

3,275

 

 

 

2,443

 

 

 

11,393

 

Share-based payment (included in “Selling, general and administrative

   expenses”)

 

 

381

 

 

 

1,865

 

 

 

1,692

 

Severance and related costs

 

 

634

 

 

 

1,716

 

 

 

2,828

 

Net income attributable to noncontrolling interest

 

 

5,075

 

 

 

4,592

 

 

 

17,468

 

Restructuring charges

 

 

215

 

 

 

231

 

 

 

1,619

 

Transaction costs

 

 

162

 

 

 

417

 

 

 

1,631

 

Shareholder transaction costs

 

 

869

 

 

 

1,009

 

 

 

4,079

 

Impairment charges

 

 

 

 

 

 

 

 

632

 

Legal matters expense (income), net (included in “Selling, general and

   administrative expenses”)

 

 

 

 

 

155

 

 

 

(49

)

Changes in fair value of contingent consideration related to acquisitions

   (included in “Other income, net”)

 

 

 

 

 

(600

)

 

 

(4,190

)

Other non-cash (benefits) charges, net (included in “Other income, net”)

 

 

(9

)

 

 

136

 

 

 

180

 

Adjusted EBITDA

 

$

32,758

 

 

$

30,372

 

 

$

133,854

 

 

Adjusted EBITDA by segment is shown below:

 

 

 

Year Ended March 31,

 

(in thousands)

 

2017

 

 

2016

 

Adjusted EBITDA:

 

 

 

 

 

 

 

 

Radiology

 

$

29,205

 

 

$

26,443

 

Oncology

 

 

13,808

 

 

 

12,157

 

Interventional

 

 

1,055

 

 

 

1,255

 

Corporate / Other

 

 

(11,310

)

 

 

(9,483

)

Total

 

$

32,758

 

 

$

30,372

 

 

The leverage ratio calculations as of March 31, 2017 are shown below:

 

(dollars in thousands)

 

Consolidated

 

Total debt

 

$

565,519

 

Less: Cash and cash equivalents

 

 

(21,472

)

Net debt

 

$

544,047

 

Last 12 months Adjusted EBITDA

 

 

133,854

 

Pro-forma acquisitions in the last 12 month period(1)

 

 

7,480

 

Last 12 months’ Consolidated Adjusted EBITDA

 

$

141,334

 

Total leverage ratio

 

 

4.00

x

Net leverage ratio

 

 

3.85

x

 

(1)

Gives pro-forma effect to acquisitions occurring during the last twelve months, pursuant to the terms of the Credit Agreement.

 

 

 


Alliance HealthCare Services

News Release

Page 10 of 12

May 9, 2017

 

The reconciliation of loss per diluted share – GAAP to Adjusted Net income Per Share – non-GAAP is shown below:

 

 

 

Quarter Ended March 31,

 

 

 

2017

 

 

2016

 

Loss per diluted share – GAAP

 

$

(0.06

)

 

$

(0.11

)

Reconciling charges (benefits) to arrive at Adjusted Net Income

   Per Share – non-GAAP:

 

 

 

 

 

 

 

 

Severance and related costs, net of taxes

 

 

0.03

 

 

 

0.09

 

Restructuring charges, net of taxes

 

 

0.01

 

 

 

0.01

 

Transaction costs, net of taxes

 

 

0.01

 

 

 

0.02

 

Shareholder transaction costs, net of taxes

 

 

0.05

 

 

 

0.05

 

Deferred financing costs in connection with shareholder

   transaction, net of taxes

 

 

0.10

 

 

 

 

Legal matters expense, net, net of taxes

 

 

 

 

 

0.01

 

Changes in fair value of contingent consideration related to

   acquisitions, net of taxes

 

 

 

 

 

(0.03

)

Other non-cash (benefits) charges, net, net of taxes

 

 

 

 

 

0.01

 

GAAP income tax rate compared to our historical income

   tax rate

 

 

0.03

 

 

 

(0.01

)

Total reconciling charges

 

 

0.23

 

 

 

0.15

 

Adjusted Net Income Per Share – non-GAAP

 

$

0.17

 

 

$

0.04

 

 

The reconciliation from net income to Adjusted EBITDA for the 2017 guidance range is shown below (in millions):

 

 

 

2017 Full Year

 

 

 

Guidance Range

 

Net income

 

$

1

 

 

$

2

 

Income tax benefit

 

 

 

 

 

(2

)

Interest expense, net; depreciation expense; amortization

   expense; share-based payment and  other expenses;

   net income attributable to noncontrolling interest

 

 

134

 

 

 

140

 

Adjusted EBITDA

 

$

135

 

 

$

140

 

 

 


Alliance HealthCare Services

News Release

Page 11 of 12

May 9, 2017

 

ALLIANCE HEALTHCARE SERVICES, INC.

SELECTED STATISTICAL INFORMATION

 

 

 

Quarter Ended March 31,

 

 

 

2017

 

 

2016

 

MRI:

 

 

 

 

 

 

 

 

Average number of total systems

 

 

284.9

 

 

 

270.1

 

Average number of scan-based systems

 

 

215.9

 

 

 

218.6

 

Scans per system per day (scan-based systems)

 

 

9.21

 

 

 

9.07

 

Total number of scan-based MRI scans

 

 

132,218

 

 

 

133,234

 

Revenue per scan

 

$

311.94

 

 

$

312.00

 

Scan-based MRI revenue (in thousands)

 

$

41,245

 

 

$

41,568

 

Non-scan based MRI revenue (in thousands)

 

$

8,210

 

 

$

6,002

 

Total MRI revenue (in thousands)

 

$

49,455

 

 

$

47,570

 

PET/CT:

 

 

 

 

 

 

 

 

Average number of total systems

 

 

114.7

 

 

 

116.8

 

Average number of scan-based systems

 

 

108.1

 

 

 

107.9

 

Scans per system per day

 

 

5.58

 

 

 

5.50

 

Total number of PET/CT scans

 

 

35,264

 

 

 

34,597

 

Revenue per scan

 

$

884.52

 

 

$

881.32

 

Scan-based PET/CT revenue (in thousands)

 

$

31,191

 

 

$

30,490

 

Non-scan-based PET/CT revenue (in thousands)

 

$

989

 

 

$

1,176

 

Total PET/CT revenue (in thousands)

 

$

32,180

 

 

$

31,666

 

Oncology:

 

 

 

 

 

 

 

 

Linac treatments

 

 

31,024

 

 

 

22,833

 

Stereotactic radiosurgery patients

 

 

743

 

 

 

893

 

Total Oncology revenue (in thousands)

 

$

30,033

 

 

$

26,062

 

Interventional:

 

 

 

 

 

 

 

 

Visits

 

 

57,891

 

 

 

59,613

 

Total Interventional revenue (in thousands)

 

$

11,652

 

 

$

11,663

 

Revenue breakdown (in thousands):

 

 

 

 

 

 

 

 

MRI revenue

 

$

49,455

 

 

$

47,570

 

PET/CT revenue

 

 

32,180

 

 

 

31,666

 

Other radiology revenue

 

 

6,177

 

 

 

6,403

 

Radiology revenue

 

 

87,812

 

 

 

85,639

 

Oncology revenue

 

 

30,033

 

 

 

26,062

 

Interventional revenue

 

 

11,652

 

 

 

11,663

 

Corporate / Other

 

 

439

 

 

 

361

 

Total revenues

 

$

129,936

 

 

$

123,725

 

 

 

 


Alliance HealthCare Services

News Release

Page 12 of 12

May 9, 2017

 

ALLIANCE HEALTHCARE SERVICES, INC.

SELECTED STATISTICAL INFORMATION

RADIOLOGY AND ONCOLOGY DIVISION SAME-STORE VOLUME

The Company utilizes same-store volume growth as a historical statistical measure of the MRI and PET/CT imaging procedure, linear accelerator (“Linac”) treatment and stereotactic radiosurgery (“SRS”) case growth at its customers in a specified period on a year-over-year basis. Same-store volume growth is calculated by comparing the cumulative scan, treatment or case volume at all locations in the current year quarter to the same quarter in the prior year. The group of customers whose volume is included in the scan, treatment or case volume totals is only those that received service from Alliance for the full quarter in each of the comparison periods. A positive percentage represents growth over the prior year quarter and a negative percentage represents a decline over the prior year quarter. Alliance measures each of its major radiology and oncology modalities (MRI, PET/CT, Linac and SRS) separately.

The Radiology Division same-store volume (decline) growth for the last four calendar quarters ended March 31, 2017 is as follows:

 

 

Same-Store Volume

 

 

MRI

 

 

PET/CT

 

2017

 

 

 

 

 

 

 

First quarter

 

(0.7

)%

 

 

5.8

%

2016

 

 

 

 

 

 

 

Fourth quarter

 

(1.2

)%

 

 

5.8

%

Third quarter

 

1.1

%

 

 

5.3

%

Second quarter

 

2.0

%

 

 

5.8

%

 

The Oncology Division same-store volume (decline) growth for the last four calendar quarters ended March 31, 2017 is as follows:

 

 

Same-Store Volume

 

 

Linac

 

 

SRS

 

2017

 

 

 

 

 

 

 

First quarter

 

(7.6

)%

 

 

(11.8

)%

2016

 

 

 

 

 

 

 

Fourth quarter

 

1.5

%

 

 

(2.5

)%

Third quarter

 

5.7

%

 

 

(4.6

)%

Second quarter

 

(1.1

)%

 

 

(0.2

)%

 

 

GRAPHIC 3 g20170509190319062264.jpg GRAPHIC begin 644 g20170509190319062264.jpg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end